Fifth Third Assignment Agreement definition
Examples of Fifth Third Assignment Agreement in a sentence
Seller will take all actions to perfect and enforce its rights and interests (and the rights and interests of Agent and the Purchasers as assignees of Seller) under the Receivables Sale Agreement and the Fifth Third Assignment Agreement as Agent may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in the Receivables Sale Agreement or the Fifth Third Assignment Agreement.
With respect to each Receivable transferred to Seller under the Fifth Third Assignment Agreement, Seller has given reasonably equivalent value to PDC Funding II in consideration therefor and such transfer was not made for or on account of an antecedent debt.
Seller will, and will require each Originator and PDC Funding II to, perform each of their respective obligations and undertakings under and pursuant to the Receivables Sale Agreement and the Fifth Third Assignment Agreement, will purchase Receivables thereunder in strict compliance with the terms thereof and will vigorously enforce the rights and remedies accorded to Seller under the Receivables Sale Agreement and the Fifth Third Assignment Agreement.
No transfer by PDC Funding II of any Receivable under the Fifth Third Assignment Agreement is or may be voidable under any section of the Federal Bankruptcy Code.
Each Receivable included in the Net Portfolio Balance as an Eligible Receivable was an Eligible Receivable on the date of its purchase by Seller under the Receivables Sale Agreement or the Fifth Third Assignment Agreement, as applicable.
With respect to any Receivable purchased by Seller from PDC Funding II, such sale shall be effected under, and in strict compliance with the terms of, the Fifth Third Assignment Agreement, including, without limitation, the terms relating to the amount and timing of payments to be made to PDC Funding II in respect of the purchase price for such Receivable.
The Purchase, Warranties and Servicing Agreement, dated as of September 1, 2002, between the Seller and Fifth Third, as amended by Amendment Number One, dated as of April 1, 2006, attached hereto as Exhibit Q-3, as modified by the Fifth Third Assignment Agreement.